SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-24801
LAPITOS ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4739149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 Century Park East, Suite 600, Los Angeles, CA 90067
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: 310/229-5722
Securities registered under Section 12(g) of the Exchange
Act: Common Stock
$.0001
par value per share
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the last 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $0.
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $0.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at December 31, 1999
Common Stock, par value $0.0001 5,000,000
Documents incorporated by reference: None
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Lapitos Acquisition Corporation (the "Company") was incorporated on
February 3, 1999, under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage
since inception and has no operations to date other than issuing shares to
its original shareholders. The Company has been formed to provide a method
for a foreign or domestic private company to become a reporting ("public")
company whose securities are qualified for trading in the United States
secondary market.
The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB. As a reporting company under the Exchange Act,
the Company may register additional securities on Form S-8 (provided that it
is then in compliance with the reporting requirements of the Exchange Act)
and on Form S-3 (provided that is has during the prior 12 month period
timely filed all reports required under the Exchange Act), and its class of
common stock registered under the Exchange Act may be traded in the United
States securities markets provided that the Company is then in compliance
with applicable laws, rules and regulations, including compliance with its
reporting requirements under the Exchange Act.
The Company will attempt to locate and negotiate with a business entity
for the merger of that target business into the Company. In certain
instances, a target business may wish to become a subsidiary of the Company
or may wish to contribute assets to the Company rather than merge. No
assurances can be given that the Company will be successful in locating or
negotiating with any target business.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are
commonly thought to include (1) the ability to use registered securities to
make acquisition of assets or businesses; (2) increased visibility in the
financial community; (3) the facilitation of borrowing from financial
institutions; (4) improved trading efficiency; (5) shareholder liquidity;
(6) greater ease in subsequently raising capital; (7) compensation of key
employees through options stock; (8) enhanced corporate image; and (9) a
presence in the United States capital market.
A business entity, if any, which may be interested in a business
combination with the Company may include (1) a company for which a primary
purpose of becoming public is the use of its securities for the acquisition
of assets or businesses; (2) a company which is unable to find an
underwriter of its securities or is unable to find an underwriter of
securities on terms acceptable to it; (3) a company which wishes to become
public with less dilution of its common stock than would occur normally upon
an underwriting; (4) a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become public; (5) a
foreign company which may wish an initial entry into the United States
securities market; (6) a special situation company, such as a company
seeking a public market to satisfy redemption requirements under a qualified
Employee Stock Option Plan; or (7) a company seeking one or more of the
other perceived benefits of becoming a public company.
Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. The Company is authorized to
enter into a definitive agreement with a wide variety of private businesses
without limitation as to their industry or revenues. It is not possible at
this time to predict with which private company, if any, the Company will
enter into a definitive agreement or what will be the industry, operating
history, revenues, future prospects or other characteristics of that
company.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other
corporate purposes. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target business, will
rely upon its own efforts in accomplishing the business purposes of the
Company. Outside consultants or advisors may be utilized by the Company to
assist in the search for qualified target companies. If the Company does
retain such an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target business, as the Company has
limited cash assets with which to pay such obligation.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company, who is
not a professional business analyst. In analyzing prospective business
opportunities, management may consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth of
that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential
for growth or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.
Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to
merge with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to
enter into an agreement with the most investment-worthy target business.
Following a business combination the Company may benefit from the
services of others in regard to accounting, legal services, underwritings
and corporate public relations. If requested by a target business,
management may recommend one or more underwriters, financial advisors,
accountants, public relations firms or other consultants to provide such
services.
A potential target business may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target business may be
presented to the Company only on the condition that the services of a
consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target businesses for the continuation of the
services of attorneys, accountants, advisors or consultants could be a
factor in the selection of a target business.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation
of a transaction, it is likely that the present management and shareholders
of the Company will no longer be in control of the Company. In addition, it
is likely that the Company's officer and director will, as part of the terms
of the acquisition transaction, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the Company may agree
to register all or a part of such securities immediately after the
transaction is consummated or at specified times thereafter. If such
registration occurs, of which there can be no assurance, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business
combination and the Company is no longer considered a blank check company.
The issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress the
market value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition negotiations with a target
business, management expects to focus on the percentage of the Company which
target business shareholders would acquire in exchange for their
shareholdings in the target business. Depending upon, among other things,
the target business's assets and liabilities, the Company's shareholders
will in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition.
Any merger or acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.
No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to
the nature of the target business.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination. When
any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-KSB are advised to
determine if the Company has subsequently filed a Form 8-K.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes (but has not conducted any research to confirm) that
there are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions,
and providing liquidity for shareholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of Pierce
Mill Associates, Inc. at no cost to the Company and the Company expects this
arrangement to continue until the Company completes an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public market for the securities of the Company.
The Company does not intend to trade its securities in the secondary market
until completion of a business combination or acquisition. It is
anticipated that following such occurrence the Company will cause its common
stock to be listed or admitted to quotation on the NASD OTC Bulletin Board
or, if it then meets the financial and other requirements thereof, on the
Nasdaq SmallCap Market, National Market System or regional or national
exchange.
The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the shareholders of the Company have executed and delivered "lock-up" letter
agreements, affirming that such shareholder will not sell or otherwise
transfer its shares of the Company's common stock except in connection with
or following completion of a merger or acquisition and the Company is no
longer classified as a blank check company. The shareholders have deposited
such shareholder's respective stock certificate with the Company's
management, who will not release the respective certificates except in
connection with or following the completion of a merger or acquisition.
There are currently two shareholders of the outstanding common stock
of the Company. The Company has not designated nor issued any preferred
stock.
During the past three years, the Company has sold securities which
were not registered as follows:
NUMBER OF CONSIDER-
DATE NAME SHARES ATION
February 9, 1999 TransGlobal Financial Corp.(1) 4,250,000 $425
February 9, 1999 Mike M. Mustafoglu(2) 750,000 $ 75
- ---------------------
(1) Mr. Mustafoglu, the president and sole director of the Company, is
the sole director and shareholder of TransGlobal Financial Corporation and is
therefore considered to be the beneficial owner of the common stock of the
Company issued to TransGlobal Financial Corporation. With respect to the sales
made to TransGlobal Financial Corporation, the Company relied on Section 4(2) of
the Securities Act of 1933, as amended and Rule 506 promulgated thereunder.
(2) With respect to the sales made to Mr. Mike M. Mustafoglu,
the Company relied upon Section 3(b) of the Securities Act of 1933,
as amended and Rule 701 promulgated thereunder.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in
the United States secondary market. The Company meets the definition of a
"blank check" company contained in Section (7)(b)(3) of the Securities Act
of 1933, as amended. The Company has been in the developmental stage since
inception and has no operations to date. Other than issuing shares to its
original shareholders, the Company has not commenced any operational
activities.
Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. The Company is authorized to
enter into a definitive agreement with a wide variety of private businesses
without limitation as to their industry or revenues. It is not possible at
this time to predict with which private company, if any, the Company will
enter into a definitive agreement or what will be the industry, operating
history, revenues, future prospects or other characteristics of that
company.
The Company will not acquire or merge with any entity which cannot
provide audited financial statements at or within a reasonable period of
time after closing of the proposed transaction. The Company is subject to
all the reporting requirements included in the Exchange Act. Included in
these requirements is the duty of the Company to file audited financial
statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on
Form 10-K (or 10-KSB, as applicable). If such audited financial statements
are not available at closing, or within time parameters necessary to insure
the Company's compliance with the requirements of the Exchange Act, or if
the audited financial statements provided do not conform to the
representations made by the target business, the closing documents may
provide that the proposed transaction will be voidable at the discretion of
the present management of the Company.
The Company will not restrict its search for any specific kind of
businesses, but may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict at this time the
status of any business in which the Company may become engaged, in that such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
A business combination with a target business will normally involve
the transfer to the target business of the majority of common stock of the
Company, and the substitution by the target business of its own management
and board of directors.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other assets.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and
time required to conduct an initial public offering. The officer and
director of the Company has not conducted market research and is not aware
of statistical data to support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company's shareholders have agreed that they will advance to the
Company any additional funds which the Company needs for operating capital
and for costs in connection with searching for or completing an acquisition
or merger. Such advances will be made without expectation of repayment
unless the owners of the business which the Company acquires or merges with
agree to repay all or a portion of such advances. There is no minimum or
maximum amount such shareholder will advance to the Company. The Company
will not borrow any funds for the purpose of repaying advances made by such
shareholder, and the Company will not borrow any funds to make any payments
to the Company's promoters, management or their affiliates or associates.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director, shareholder or his affiliates or
associates serve as officer or director or hold any ownership interest.
ITEM 7. FINANCIAL STATEMENTS
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
<PAGE>
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
FROM JUNE 2, 1999 (INCEPTION) TO
DECEMBER 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY OR THE PERIOD FROM FEBRUARY 3, 1999
(INCEPTION) TO DECEMBER 31, 1999
PAGE 5 - STATEMENT OF CASH FLOW FOR THE PERIOD
FROM FEBRUARY 3, 1999 (INCEPTION) TO
DECEMBER 31, 1999
PAGE 6 - 7 - NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Lapitos Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Lapitos Acquisition
Corporation (a development stage company) as of December 31, 1999 and the
related statements of operations, changes in stockholders' equity and cash
flows for the period from February 3, 1999 (inception) to December 31, 1999.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents fairly
in all material respects, the financial position of Lapitos Acquisition
Corporation (a development stage company) as of December 31, 1999, and the
results of its operations and its cash flows for the period from February 3,
1999 (inception) to December 31, 1999, in conformity with generally accepted
accounting principles.
STEFANOU & COMPANY, LLP.
McLean, Virginia
February 16, 2000
<PAGE>
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Advance from related party $ 333
TOTAL LIABILITIES $ 333
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
shares authorized 5,000,000 issued and
outstanding 500
Accumulated deficit during
developmental stage (333)
Total Stockholders' Equity 167
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 500
See accompanying notes to balance sheet.
<PAGE> 2
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 3, 1999
(INCEPTION) TO DECEMBER 31, 1999
Income $ -
Expenses
Amortization 333
Total Expenses 333
NET LOSS $ (333)
See accompanying notes to balance sheet.
<PAGE> 3
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY FOR THE PERIOD FROM FEBRUARY 3, 1999
(INCEPTION) TO DECEMBER 31, 1999
Deficit
Additional Accumulated
Common Stock Paid-In During Devel-
Shares Amount Capital opment Stage Total
Common stock issuance $5,000,000 $ 500 $ - $ - $ 500
For cash
Net loss - - (333) (333)
BALANCE AT
DECEMBER 31, 1999 $5,000,000 $ 500 $ - $(333) $167
See accompanying notes to financial statements.
<PAGE> 4
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
FOR THE PERIOD FROM FEBRUARY 3, 1999
(INCEPTION) TO DECEMBER 31, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (333)
Adjustments to
reconcile net loss
to net cash used
by operating activities: 333
Net cash used in
operating activities 0
CASH FLOWS FROM INVESTING
ACTIVITIES -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance
of common stock 500
Net cash provided by
financing activities 500
INCREASE IN CASH AND
CASH EQUIVALENTS 500
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENT -
END OF PERIOD $ 500
See accompanying notes to financial statements.
<PAGE> 5
LAPITOS ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF JUNE 10, 1999
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in
the preparation of the accompanying financial statement follows.
BUSINESS OPERATIONS
Lapitos Acquisition Corporation (the "Company") was
incorporated in the state of Delaware on February 3, 1999.
The Company is in the development stage and its efforts have
been principally devoted to raising capital. To date, the
Company has generated no sales revenues, has incurred
expenses and has sustained losses. Consequently, its
operations are subject to all the risks inherent in the
establishment of a new business enterprise.
INCOME TAXES
Income taxes are provided based on the liability method for
financial reporting purposes in accordance with the
provisions of Statements of Financial Standards No. 109,
"Accounting for Income Taxes". Deferred and prepaid taxes
will be provided for on items which are recognized in
different periods for financial and tax reporting purposes.
CASH EQUIVALENTS
For purposes of the accompanying financial statement, the
Company considers all highly liquid debt instruments
purchased with a maturity date of three months or less to be
cash equivalents.
EARNINGS PER SHARE
Earnings per common share will be based upon the weighted
average number of shares outstanding.
ORGANIZATION COSTS
Organization costs are being amortized over five years.
USE OF ESTIMATES
The preparation of financial statement in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
NOTE B - RELATED PARTIES The Company's president and sole
director is also the sole shareholder of entities which own
100% of the Company's issued and outstanding common stock.
These entities have advanced $333 to the Company as of
December 31, 1999
NOTE C - GOING CONCERN The accompanying financial statements
have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in
the accompanying financial statements during the period
February 3, 1999 (date of inception) through December 31,
1999, the Company incurred a loss of $333. This factor among
others may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.
The Company's existence is dependent upon management's
ability to develop profitable operations. Management is
devoting substantially all of its efforts to establishing a
new business, however the planned principal operations have
not commenced. The accompanying statements do not include
any adjustments that might result should the Company be
unable to continue as a going concern.
<PAGE> 7
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
----------------- -----------
Mike M. Mustafoglu 49 President,Secretary, Director
There are no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and the business experience during at least the
last five years:
MIKE M. MUSTAFOGLU received a Bachelor of Science in Electrical
Engineering from Wichita State University in 1974 and a Master of Business
Administration in Finance from the University of Houston in 1978.
From 1974-1977, Mr. Mustafoglu was a geophysicist with Shell Oil Company.
From 1977-1984, Mr. Mustafoglu was employed by Getty Oil Company
of Los Angeles in various corporate and financial planning capacities. From
1984-1992, Mr.Mustafoglu served in various executive management positions
for companies affiliated with a privately-held entity known as Oxbow
Corporation. Oxbow group companies were engaged in venture investing, energy
production, metals and coal trading, industrial production, publishing
and technology. During this time, Mr. Mustafoglu was vice-president of Oxbow
Resources, and President of the following companies: Oxbow Energy, Inc.,
Pacific Basin Transportation, Inc., Oxbow Hydrocarbons, Inc. and PetroPort
Terminal Corporation. From 1991 to date, Mr. Mustafoglu has been president of
TransGlobal Financial Corporation, specializing in consulting and financial
planning for emerging growth companies. Mr. Mustafoglu is a past member of
the Board of Directors of ECO2, Inc. (NASDAQ SmallCap (R); 1992-1995),
Serv-Tech, Inc. (NASDAQ NMS; 1995-1996), Corgenix Medical Corporation (OTC
BB) in 1998 and U.S. Medical Group, Inc. (OTC BB; 1996-1999).
PREVIOUS AND CURRENT BLANK CHECK COMPANIES
Previously the officers, directors or control persons of the Company
have been involved in the following blank check companies:
Girne Acquisition Corporation, Lapitos Acquisition
Corporation and Kyrenia Acquisition Corporation. Mr.
Mustafoglu was the president, sole director and a beneficial
shareholder of Girne Acquisition Corporation, Lapitos Acquisition
Corporation and Kyrenia Acquisition Corporation. Each of
these companies has filed a registration statement on Form
10-SB under the Exchange Act, which Registration Statements
have been declared effective and each files periodic reports
under the Exchange Act. The initial business purpose of each
of these companies was to engage in a merger or acquisition with an
unidentified company or companies and each will be
classified as a blank check company until completion of a
business acquisition. The initial business purpose of each
of these companies is to engage in a merger or acquisition
with an unidentified company or companies and each will be
classified as a blank check company until completion of a
business acquisition. Girne Acquisition Corporation and
Kyrenia Acquisition Corporation were recently acquired by
other companies (See below: RECENT TRANSACTIONS BY BLANK
CHECK COMPANIES).
Mr. Mustafoglu anticipates being involved with
additional blank check companies registering under the
Securities Act or under the Exchange Act.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
On March 1, 2000, the Girne Acquisition Corporation
was acquired through a reorganization agreement with
Electronic Identification, Inc., a Nevada company. The Board
of Directors approved the purchase of the Company by
Electronic Identification, Inc. On March 1, 2000, the sole
officer and director of Girne Acquisition Corporation
appointed Terry Kirby as a member of the board of directors.
On March 1, 2000, the Girne Acquisition Corporation accepted
the resignation of Mike M. Mustafoglu as a member of the
board and as the sole officer, effective immediately. The
remaining member of the board decided not fill the vacancy
left by Mr. Mustafoglu. Mr. Kirby was also appointed as
President, Secretary, Treasurer of Girne Acquisition
Corporation. Pursuant to the merger, Girne Acquisition
Corporation changed its name to Electronic Identififcation,
Inc. and Girne Acquisition Corporation filed a Form 8-K with
the Securities and Exchange Commission describing the
merger. The common stock of Electronic Identification, Inc.
trades on the NASD OTC Bulletin Board under the symbol EISQ.
On March 8, 2000, Kyrenia Acquisition Corporation was
acquired through a reorganization agreement with Bentley
Communication Corporation, a Florida company. The Board of
Directors of Kyrenia Acquisition Corporation approved the
purchase of the Company by Bentley Communication
Corporation. On March 8, 2000, Kyrenia Acquisition
Corporation appointed Mr. Gordon Lee as a member of the
board of directors. On March 8, 2000, Kyrenia Acquisition
Corporation accepted the resignation of Mr. Mike M.
Mustafoglu as a member of the board of directors and the
sole officer, effective immediately. On March 8, 2000, the
remaining board member decided not to fill the vacancy left
by Mr. Mustafoglu's resignation. Mr. Gordon Lee was also
appointed as President, Secretary, and Treasurer of Kyrenia
Acquisition Corporation. Pursuant to the merger, Kyrenia
Acquisition Corporation changed its name to Bentley
Communication Corporation and Kyrenia Acquisition
Corporation filed a Form 8-K with the Securities and
Exchange Commission describing the merger. The common stock
of Bentley Communication Corporation trades on the NASD OTC
Bulletin Board under the symbol BTLY.
CONFLICTS OF INTEREST
The Company's officer and director has organized and expects to
organize other companies of a similar nature and purpose as the Company.
Consequently, there are potential inherent conflicts of interest in acting
as an officer and director of the Company. Insofar as the officer and
director is engaged in other business activities, management anticipates
that it will devote only a minor amount of time to the Company's affairs.
The Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations, and
the Company will compete for such opportunities with other blank check
companies that the Company's sole officer and director has incorporated.
A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for the
Company and other blank check companies in chronological order of the date
of formation of such blank check companies or by lot. However, any blank
check companies that may be formed may differ from the Company in certain
characteristics such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or other
matters. It may be that a target company may be more suitable for or may
prefer a certain blank check company formed after the Company. In such
case, a business combination might be negotiated on behalf of the more
suitable or preferred blank check company regardless of date of formation
or choice by lot. Mr. Mustafoglu will be responsible for seeking,
evaluating, negotiating and consummating a business combination with a
target company that may result in terms providing benefits to Mr.
Mustafoglu.
Mr. Mustafoglu is the president of TransGlobal Financial Corporation,
a consulting firm located in Los Angeles, CA. As such, demands may be
placed on the time of Mr. Mustafoglu, which will detract from the amount of
time he is able to devote to the Company. Currently, Mr. Mustafoglu
intends to devote as much time to the activities of the Company as may be
required to accomplish its objectives up to a maximum of ten (10) hours per
week under the terms of an employment agreement entered into with the
Company. Should such a conflict arise, however, there can be no assurance
that Mr. Mustafoglu would not attend to other matters prior to those of the
Company. Mr. Mustafoglu projects that initially up to ten hours per month
of his time may be spent locating a target company which amount of time
would increase if the analysis of, and negotiations and consummation of a
business combination with, a target company are conducted.
Mr. Mustafoglu owns 100% of TransGlobal Financial Corporation which,
in turn, owns 4,250,000 shares of common stock of the Company. Management
of the Company does not presently intend to issue any other securities, or
rights to purchase securities, of the Company to management or promoters,
or their affiliates or associates, prior to the completion of a
business combination. At the time of a business
combination, management expects that some or all of the
shares of Common Stock owned by TransGlobal Financial
Corporation will be purchased or acquired by the target
company or its shareholders. The amount of Common Stock
sold or retained by TransGlobal Financial, if any, cannot be
determined at this time.
The terms of business combination may include provisions requesting
that Mr. Mustafoglu remain a director or officer of the Company and/or that
consulting firms owned by Mr. Mustafoglu be retained to provide services to
the Company. The terms of a business combination may provide for a payment
by cash or other consideration to TransGlobal Financial Corporation for the
purchase of all or part of ts common stock of the Company by a target
company. Mr. Mustafoglu would directly benefit from such employment,
engagement or payment. Such benefits may influence Mr. Mustafoglu's choice
of a target company.
The Company may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who refer a target company to the Company
where that reference results in a business combination. The amount of any
finder's fee will be subject to negotiation, and cannot be estimated at
this time. No finder's fee of any kind will be paid to management or
promoters of the Company or to their associates or affiliates. No loans of
any type have, or will be, made to management or promoters of the Company
or to any of their associates or affiliates, other than advancements that
may be made by TransGlobal Financial Corporation to the Company.
The Company's officer and director, its promoter and their affiliates
or associates have not had any negotiations with and there are no present
arrangements or understandings with any representatives of the owners of
any business or company regarding the possibility of a business combination
with the Company.
Management has adopted certain policies involving possible conflicts
of interest, including prohibiting any of the following transactions
involving management, promoters, shareholders or their affiliates:
(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such
persons prior to a business combination;
(iii) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of the
Company, and any changes in these provisions require the approval of the
Board of Directors. Currently, management does not intend to propose any
such action and does not anticipate that any such action will occur.
There are no binding guidelines or procedures for resolving potential
conflicts of interest between Mike M. Mustafoglu, TransGlobal Financial
Corporation and the Company, or between the Company and any other blank
check company Mr. Mustafoglu controls. Failure by management to resolve
conflicts of interest in favor of the Company could result in liability of
management to the Company. However, any attempt by shareholders to enforce
this liability of management to the Company would most likely be
prohibitively expensive and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any compensation
for his services rendered to the Company, nor has he received such
compensation in the past. As of the date of this registration statement,
the Company has no funds available to pay the officer and director.
Further, the officer and director is not accruing any compensation pursuant
to any agreement with the Company.
The officer and director of the Company will not receive any finder's
fee, either directly or indirectly, as a result of his efforts to implement
the Company's business plan outlined herein. However, the officer and
director of the Company anticipates receiving benefits as a beneficial
shareholder of the Company.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, each person
known by the Company to be the beneficial owner of five percent or more of
the Company's Common Stock and the director and officer of the Company.
Except as noted, the holder thereof has sole voting and investment power
with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
- ------------------------ ------------------ -------------------
TransGlobal Financial Corp.(1) 4,250,000 85%
1800 Century Park East
Suite 600
Los Angeles, CA 90067
Mike M. Mustafoglu 750,000 15%
1800 Century Park East
Suite 600
Los Angeles, CA 90067
Mike M. Mustafoglu(2) 5,000,000 100%
1800 Century Park East
Suite 600
Los Angeles, CA 90067
All Executive Officers and
Directors as a Group
(1 Person) 5,000,000 100%
(1) Since TransGlobal Financial Corporation has fewer than 100 shareholders
and is not making and does not intend to make a public offering of its
securities, management believes that it is not deemed to be an
investment company by virtue of an exemption provided under the
Investment Company Act of 1940, as amended.
(2) Mr. Mustafoglu owns 100% of TransGlobal Financial
Corporation and is therefore considered the beneficial
owner of the 5,000,000 shares of common stock owned by
it.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 9, 1999, the Company issued a total of 5,000,000 shares of
Common Stock to the following persons for a total of $500 in cash:
NUMBER OF TOTAL
NAME SHARES CONSIDERATION
- ---------------- ---------- --------------
TransGlobal 4,250,000 $425
Financial Corporation
Mike M. Mustafoglu 750,000 $ 75
The Board of Directors had passed a resolution, which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director or shareholder or their affiliates or
associates serve as officer or director or hold any ownership interest.
The Board of Directors has recently passed a resolution, which removes this
restriction in order to make a wider selection of merger and acquisition
opportunities available to the Company.
The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the shareholders of the Company have executed and delivered A "lock-up"
letter agreements, affirming that such shareholders shall not sell their
respective shares of the Company's common stock until such time as the
Company has successfully consummated a merger or acquisition and the Company
is no longer classified as a blank check company. The shareholders have
placed the respective stock certificates with the Company which will not
release the certificates until such time as a merger or acquisition has been
successfully consummated.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB filed on September
17, 1999, and incorporated herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB filed on September 17, 1999, and
incorporated herein by reference.
9.1* Lock-Up Agreement with Mike M. Mustafoglu filed as an
exhibit to the Company's registration statement on Form 10-SB
filed on September 17, 1999, and incorporated herein by reference.
9.2* Lock-Up Agreement with TransGlobal Financial Corp. filed as an
exhibit to the Company's registration statement on Form
10-SB filed on September 17, 1999, and incorporated herein by
reference.
23.1 Consent of Accountants
27.1 Financial Data Schedule
_____________
* Previously filed
(b) There were no reports on Form 8-K filed by the Company during
the quarter ended December 31, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
LAPITOS ACQUISITION CORPORATION
By: /s/ Mike M. Mustafoglu
Mike M. Mustafoglu, President
Dated: March 30, 2000
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated.
NAME OFFICE DATE
Mike M. Mustafoglu Director March 30, 2000
<PAGE>
EXHIBIT 13.1 - OPINION OF ACCOUNTANT
STEFANOU & COMPANY, LLP
1360 Beverly Road
Suite 305
McLean, Virginia 22101
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-KSB of Lapitos Acquisition
Corporation of our report for the period from February 3, 1999 (inception)
to December 31, 1999 dated February 16, 2000 relating to the financial
statements of Lapitos Acquisition Corporation which appear in such
Form 10-KSB.
STEFANOU & COMPANY
Certified Public Accountants
McLean, Virginia
March 8, 2000
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